Agreement of Absolute Transfer and Assignment of Accounts Receivable

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

AGREEMENT OF ABSOLUTE TRANSFER AND ASSIGNMENT OF ACCOUNTS RECEIVABLE

This Agreement of Absolute Transfer and Assignment of Accounts Receivable (the "Agreement") is made and entered into this {{day}} day of {{month}}, {{year}}, by and between:

{{seller_company_name}}, a company duly incorporated under the laws of {{seller_jurisdiction}}, with its principal place of business at {{seller_address}} (hereinafter referred to as the "Seller"); and

{{buyer_company_name}}, a company duly incorporated under the laws of {{buyer_jurisdiction}}, with its principal place of business at {{buyer_address}} (hereinafter referred to as the "Buyer").

The Seller and the Buyer are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Seller is engaged in the business of {{seller_business_description}} and in the course of its business, has generated certain accounts receivable resulting from the sale of goods and/or services to its customers (the “Accounts Receivable”);

WHEREAS, the Seller desires to absolutely sell, transfer, assign, and convey to the Buyer, and the Buyer desires to absolutely purchase and acquire from the Seller, all of the Seller's right, title, and interest in and to the Accounts Receivable, free and clear of all liens, encumbrances, and adverse claims whatsoever;

ARTICLE 1: ASSIGNMENT OF ACCOUNTS RECEIVABLE

1.1. Absolute Assignment: The Seller hereby absolutely and irrevocably sells, transfers, assigns, and conveys to the Buyer all of its right, title, and interest in and to the Accounts Receivable listed in Schedule A attached hereto (the “Assigned Accounts”), together with all proceeds thereof, all security interests, guarantees, and other rights and remedies for collection thereof, and all books and records related thereto.

1.2. Purchase Price: In consideration for the absolute assignment of the Assigned Accounts, the Buyer shall pay to the Seller the sum of {{currency_symbol}}{{purchase_price}} (the “Purchase Price”), which sum shall be paid on {{payment_date}}.

1.3. Notification to Debtors: The Seller shall, at its own expense, promptly notify the debtors of the Assigned Accounts of this absolute assignment and instruct them to make all future payments directly to the Buyer or to an account designated by the Buyer.

ARTICLE 2: REPRESENTATIONS AND WARRANTIES OF SELLER

2.1. The Seller represents and warrants to the Buyer that:

(a) The Seller is the sole legal and beneficial owner of the Assigned Accounts, and has the full right, power, and authority to sell and assign the Assigned Accounts to the Buyer.

(b) The Assigned Accounts are genuine, legally enforceable obligations of the respective debtors, and represent valid claims for goods sold and delivered or services rendered in the ordinary course of the Seller's business.

(c) The Assigned Accounts are free and clear of all liens, encumbrances, security interests, and any other adverse claims whatsoever.

(d) No set-offs, counterclaims, disputes, or defenses exist or have been asserted against any of the Assigned Accounts.

ARTICLE 3: COVENANTS OF SELLER

3.1. The Seller covenants and agrees with the Buyer that:

(a) The Seller shall cooperate fully with the Buyer in the collection of the Assigned Accounts, including, but not limited to, providing all necessary documentation and information.

(b) The Seller shall promptly remit to the Buyer any payments received by the Seller on account of the Assigned Accounts.

(c) The Seller shall not take any action that would impair the value or collectibility of the Assigned Accounts.

ARTICLE 4: INDEMNIFICATION

4.1. The Seller shall indemnify, defend, and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Seller's representations, warranties, or covenants contained in this Agreement.

ARTICLE 5: GOVERNING LAW AND JURISDICTION

5.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

5.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{arbitration_jurisdiction}}.

ARTICLE 6: MISCELLANEOUS

6.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

6.2. Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

6.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

6.4. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the date first above written.

SIGNATURES:

____________________________ {{seller_company_name}} By: ________________________ Name: {{seller_signer_name}} Title: {{seller_signer_title}}

____________________________ {{buyer_company_name}} By: ________________________ Name: {{buyer_signer_name}} Title: {{buyer_signer_title}}